EXHIBIT 10.31
  
                      RETAIL SUBLEASE
  
  THIS RETAIL SUBLEASE (the "Lease") is made this 1st day of
  July, 1998 by and between GIANT INDUSTRIES ARIZONA, INC., an Arizona
  corporation ("Lessor"), and PINNACLE INN AT THE CITADEL LLC, an
  Arizona corporation ("Tenant"). 
  
  Lessor is the lessee of 8,176 square feet of space in The
  Citadel located at 8700 East Pinnacle Peak Road, Scottsdale, Arizona,
  pursuant to a Lease of even date between Lessor, as tenant, and
  Pinnacle Citadel LLC, as landlord (the "Senior Lease").  Lessor
  desires to sublease to Tenant, and Tenant desires to rent and
  sublease from Lessor, the 8,176 square feet of space, subject to the
  terms and conditions of this Lease.
  
  Notwithstanding the foregoing, Lessor may, with 120 days
  written notification to Tenant, terminate Lease and Tenant will
  vacate Premises at which time Lessor would occupy Premises as office
  suites.
  
  Lessor hereby leases to Tenant and Tenant leases from Lessor
  for the term and upon the conditions and agreements set forth in this
  Lease a portion of the real property described on Exhibit A attached
  hereto known as the Inn at the Citadel, consisting of approximately
  8,176 square feet of space consisting of eleven suites on the second
  floor and an office/lobby suite on the first floor together with any
  or all additional space used in connection with Tenant's business
  (the "Premises") in The Citadel (the "Center") along with two (2)
  covered parking spaces numbered 9 and 10 each located in the area
  cross-hatched on Exhibit B. The address of the premises is 8700 East
  Pinnacle Peak Road, Scottsdale, Arizona  85255.
  
             1. Term and Possession
  
  (a)  The term (the  Term ) of this Lease shall commence on
  the earlier of (i) the date possession is tendered by written notice
  to Tenant or (ii) the date on which the Tenant shall first use or
  occupy any part of the premises or (iii) the date a temporary
  certificate of occupancy for the Premises is issued by the City of
  Scottsdale (the "Commencement Date") and shall expire on June 30,
  2003.  The Tenant's obligation to pay Rent (defined in Articles 2(d)
  below) shall begin on the Commencement Date (the  Rent Start Date").
  The anticipated Commencement Date is July 1, 1998.  Upon request of
  either party after the term has commenced, Lessor and Tenant shall
  jointly execute a memorandum confirming the Commencement Date.  
   
  (b)  Upon the expiration or earlier termination of this
  Lease or upon the termination of Tenant's right of possession,
  whether by lapse of time or otherwise, Tenant shall at once surrender
  possession of the Premises to Lessor and remove all of Tenant's
  property as provided in Article 10. 
  
  (c)  Tenant shall have no right to hold over after the
  expiration of  this Lease without Lessor's prior written consent. 
  If, with Lessor's prior written consent, Tenant holds over after the
  expiration of this Lease, Tenant shall become a tenant from month to
  month only, upon all of the terms of this Lease except that Article
  1(a) shall not apply and the amount of the Minimum Annual Rent
  (defined at Article 2(a) below) shall be increased to an amount equal
  to 125% of the Minimum Annual Rent in effect immediately prior to the
  expiration. 
  
       (d)  Provided Tenant has not been and/or Lessor has not
  deemed Tenant in default under this Lease, Tenant shall have the
  option, exercisable by written notice given to the Lessor at least
  180 days prior to the expiration of the then current Term, to extend
  this Lease by one (1) successive period of five (5) years.  All the
  terms and conditions of this Lease, including, without limitation,
  Article 2(b), shall remain in full force and effect during the
  extended Term. As used herein, the word  Term  shall hereafter mean
  the Term as it may have been extended pursuant to this Article 1(d).
  
                     2. Rent
  
  (a)  Minimum Rent.  Tenant shall pay to Lessor during the
  Term at the office of Lessor, 23733 North Scottsdale Road,
  Scottsdale, AZ 85255, or at such other place as Lessor may designate,
  without notice, demand, deduction or set-off,  Minimum Annual Rent 
  in the amount of $163,520.00 per annum, subject to adjustment as
  provided in Article 2(b), in equal monthly installments in advance
  on the first day of each calendar month with applicable transaction
  privilege or other similar sales tax.  In addition, Tenant shall pay
  the amount of $40.00 per month for each of the two (2) reserved
  covered parking spaces.  In the event the Rent Start Date does not
  occur on the first day of a calendar month, Tenant shall pay Rent on
  the Rent Start Date for the fractional month on a pro rata 30-day
  month basis. 
   
  (b)  Adjustments.  The Minimum Annual Rent shall be
  adjusted upwards as of each one (1) year anniversary of the
  Commencement Date (the  Adjustment Date ) as follows:
   
  (i)  Lessor shall ascertain the Consumer Price
  Index for All Urban Consumers - U.S. Cities Average - All Items (the
  "CPI") published by the United States Department of Labor, Bureau of
  Labor Statistics (1982-84 = 100) for the third full calendar month
  prior to the Commencement Date for the first year adjustment and the
  third full calendar month prior to the previous Adjustment Date for
  all following adjustments (the "Base Index") and for the third full
  calendar month prior to the Adjustment Date (the "Comparison Index"). 
   
  (ii) The Minimum Annual Rent commencing as of each
  Adjustment Date shall be equal to the Minimum Annual Rent in effect
  immediately preceding each Adjustment Date (the "Effective Minimum
  Annual Rent") times a fraction, the numerator of which is the
  Comparison Index associated with that Adjustment Date and the
  denominator of which is the Base Index, as illustrated in the
  following formula for the first (1st) Adjustment Date: 
   
    Adjusted Minimum  =  Effective Minimum  x    Comparison Index 
      Annual Rent            Annual Rent            Base Index 
   
  (iii)     Notwithstanding the foregoing, in no event
  shall the Minimum Annual Rent be adjusted downwards. When the Minimum
  Annual Rent payable as of each Adjustment Date is determined, Lessor
  shall promptly give Tenant written notice of such adjusted Minimum
  Annual Rent and the manner in which it was computed.  The Minimum
  Annual Rent as so adjusted from time to time shall be the "Minimum
  Annual Rent" for all purposes under this Lease.
   
  (iv) If at any time the CPI is no longer published
  or its manner of calculation is materially changed, Lessor may
  substitute a substitute index, reconciled to the month three (3)
  months prior to the Commencement Date, as reasonably reflects changes
  in the purchasing power of the dollar. 
  
  (c)  Nature of Payments. All sums required to be paid by
  Tenant under this Lease, whether or not so designated, including,
  without limitation, Minimum Annual Rent and Tenant s Pro Rata Share
  of Operating Costs are  Rent  and shall be paid  without notice,
  demand, deduction, or set-off. 
   
  (d)  Late Charges and Interest.  Any amount due from Tenant
  to Lessor which is not paid when due shall bear interest at three
  percent in excess of the prime rate as established from time to time
  by the Bank of America Arizona (or, if such bank ceases to exist,
  such other comparable financial institution as reasonably determined
  by Lessor) from the due date until paid, but the payment of such
  interest shall not excuse or cure any default by Tenant under this
  Lease.  In addition, if any Rent or other payment is not paid within
  five days of its due date, then Tenant shall also pay to Lessor a
  late charge equal to ten percent of the amount of such payment. 
        
          3. Use
  
  (a)  Tenant shall continuously and uninterruptedly
  operate, use and occupy the Premises as an inn along with a 1st floor
  office/lobby for the inn and for no other purpose whatsoever and
  shall be open for business those hours that conform with the hours
  of opening which are customary for businesses of like character in
  the City of Scottsdale.
  
  (b)  Tenant, its agents, employees and/or contractors
  shall, at Tenant s sole cost and expense, comply with the following: 
   
  (i)  Tenant shall not use or permit upon the
  Premises anything that would invalidate any policies of insurance now
  or hereafter carried on the Premises or that will increase the rate
  of insurance on the Premises or the Center; 
   
  (ii)  Tenant shall pay all additional insurance
  premiums which may be caused by the use which Tenant shall make of
  the Premises; 
  
  (iii)     Tenant shall not in any manner deface or
  injure the Premises or overload any floor of the Premises; 
   
  (iv) Tenant shall not conduct or permit any auction
  sale to be held on or about the Premises, whether such auction be
  voluntary or involuntary, or any sidewalk sale without the prior
  written consent of Lessor; 
  
  (v)  Tenant shall not do anything or permit
  anything to be done upon the Premises in any way tending to create
  a nuisance, or tending to disturb any other lessee in the Center or
  tending to injure the reputation of the Center, including, without
  limitation, the playing of music audible outside the Premises and the
  affixing or maintaining upon the glass panes or supports of the show
  windows or on or within 24" of any window, doors or exterior walls
  of the Premises, any signs, advertising placards, names, insignia,
  trademarks, descriptive material or any other like item(s) without
  having first received the written approval of Lessor as to the size,
  type, color, location, copy, nature and display qualities of any such
  item. All signs shall comply with City of Scottsdale sign ordinances
  and The Citadel sign criteria.
   
  (vi)  Tenant shall not display merchandise,
  advertise or solicit business on the sidewalks and other Common Areas
  (defined at Article 6(a) below) or place any handbills, bumper
  stickers or other advertising devices on any vehicle parked in the
  Common Areas of any other parking area of the Center;  
  
  (vii)      Tenant shall not use the Premises
  designated as the office/lobby for lodging or sleeping purposes;
  
  
  (viii)     Tenant shall not commit or suffer to be
  committed any waste upon the Premises; 
  
  (ix) Tenant shall not violate any recorded
  restriction or covenant affecting the Center, nor use the Premises
  for any purpose which would be in violation of any exclusive rights
  or use granted to other tenants in the Center.  Lessor shall not
  grant exclusive rights which would prohibit Tenant from exclusively
  using the Premises for the purposes stated in Article 4(a) above
  except for incidental uses ancillary to the main use of the other
  user. 
  
  (x)  Tenant shall, at its sole cost and expense,
  maintain the elevator located in the Center that services the Inn at
  the Citadel  in first class condition.
  
  (c)  Tenant shall provide and maintain sanitary receptacles
  within the Premises in which to place any refuse or trash.  Tenant
  shall cause such refuse or trash to be removed from the Premises to
  receptacles designated by Lessor as often as required to maintain a
  sanitary condition, but in no event less often than daily.  No grease
  or rubbish or hazardous waste shall be disposed of through any
  plumbing system.  Tenant shall sweep as needed and keep free of
  refuse all sidewalks immediately adjacent to the Premises if so
  directed by Lessor.  Tenant shall not allow the Premises to be
  infested with insects or vermin.
  
  (d)  Tenant shall use its best efforts to complete all
  deliveries, loading, unloading and services to the Premises before
  10:00 a.m. each day.  Tenant shall attempt to prevent any delivery
  trucks or other vehicles servicing the Premises from parking or
  standing in front of, or at the rear of, the Premises from 10:00 a.m.
  to 9:00 p.m. of each day.  Lessor reserves the right to further
  regulate the activities of Tenant in regard to deliveries to and
  servicing of the Premises, and Tenant agrees to abide by such further
  non-discriminatory regulations of Lessor. 
   
  (e)  Tenant shall, at Tenant's sole cost and expense,
  comply with all present and future federal, state and local laws,
  ordinances, orders, rules and regulations (collectively, "Laws"), and
  shall procure all permits, certificates, licenses and other
  authorizations required by applicable Law relating to Tenant's
  business or Tenant's use or occupancy of the Premises or Tenant's
  activities on the Premises.  Tenant shall make all reports and
  filings required by applicable Laws. 
  
  (f)  Tenant's Warranty as to Hazardous or Toxic Materials.
  Tenant shall not cause or permit any Hazardous Substances to be
  brought upon, kept or used in or about the Premises by Tenant, its
  agents, employees, contractors or invitees, except such incidental
  quantities of commonly used office supplies (such as copier fluid and
  typewriter correction fluids) and ordinary cleaning solvents,
  provided that all of the foregoing are only in such quantities as are
  normal for the permitted use of the Premises, are used in the manner
  for which they are designed and are at all times used, kept, and
  stored and disposed of in a manner that strictly complies with all
  laws regulating any such Hazardous Substances.  Any Hazardous
  Substances placed in or on the Premises by Tenant, its agents,
  employees, contractors or invitee shall remain the property of
  Tenant, notwithstanding anything in the Lease to the contrary. 
  Tenant shall not install any  underground storage tank  on the
  Premises, as such term is defined in 42 U.S.C. Section 66991 and the
  regulations promulgated thereto, as amended from time to time and
  including all pipes and conduiting relating thereto.  If Tenant
  breaches the covenants and obligations set forth herein, or if the
  presence of Hazardous Substances on, in or about the Premises caused
  by Tenant, its agents, employees, contractors or invitees, results
  in contamination of the Premises, then Tenant shall indemnify, defend
  and hold Lessor, its officers, employees, partners, agents and
  representatives, free and  harmless from and against any and all
  claims, judgments, penalties, fines, costs, liabilities and damages,
  (including, without limitation, sums paid in settlement of claims,
  attorneys' fees and expenses (through all levels of proceedings),
  consultants or experts fees) and all costs incurred in enforcing this
  indemnity which arise during or after the Term as a result of the
  presence of such Hazardous Substances or any contamination, damage
  or injury therefrom. This indemnification by Tenant includes, without
  limitation, any and all costs incurred in connection with any
  investigation of site conditions or any clean up, remedial, removal
  or restoration work required by any federal, state or local
  governmental agency or political subdivision because of the presence
  of such Hazardous Substances caused by Tenant, its agents, employees,
  or contractors in, on or about the Premises.  Tenant shall promptly
  take all actions, at its sole cost and expense, as are necessary to
  return the Premises to the condition existing prior to the
  introduction of any such Hazardous Substances, provided that Lessor's
  approval of such actions is first obtained.  Furthermore, Tenant
  shall immediately notify Lessor of any inquiry, test, investigation
  or enforcement proceeding by or against Tenant or the Premises
  concerning the presence of any Hazardous Substances.  Tenant
  acknowledges that Lessor, at Lessor's election, shall have the right
  to negotiate, defend, approve and appeal any action taken or order
  issued by any governmental authority with regard to any Hazardous
  Substances condition which Tenant is obligated hereunder to
  remediate.  The provisions of this Article 4(f) shall survive the
  expiration or sooner termination of the Term or of Tenant's right to
  possession, whether by lapse of time or otherwise. The term
  "Hazardous Substance" includes,  without limitation, any material or
  substance which is (i) defined or listed as a "hazardous waste",
  "extremely hazardous waste", "restrictive hazardous waste" or
  "hazardous substance" or considered a waste, condition of pollution
  or nuisance under any Environmental Law (as defined below); (ii)
  petroleum or a petroleum product or fraction thereof; (iii) asbestos;
  and/or (iv) substances known to cause cancer and/or reproductive
  toxicity.  The term "Environmental Law" shall mean any federal, state
  or local law, statute, ordinance, rule, regulation, order, consent,
  decree, judgment or common-law doctrine, interpretation thereof, and
  provisions and conditions of permits, licenses, plans, approvals and
  other operating authorizations whether currently in force or
  hereafter enacted relating to health, industrial hygiene or the
  environmental conditions on, under or about the Premises or the
  Center, including, without limitation, (i) the Comprehensive
  Environmental Response, Compensation and Liability Act of 1980, 42
  U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and
  Recovery Act of 1976, 42 U.S.C. Sections 6901 et seq.; (iii) the
  Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 et seq.,
  as such laws are amended and the regulations and administrative codes
  applicable thereto.  It is the intent of the parties hereto to
  construe the terms "Hazardous Substance" and "Environmental Law" in
  their broadest sense. 
  
  (g)  Tenant shall keep its sign, exterior lighting and
  display windows lit during those hours that Lessor in its sole
  discretion may reasonably require.
  
  (h)  Tenant shall not use the Premises for any purpose
  other than as set forth in Article 4(a) and shall notify Lessor in
  writing of, and obtain Lessor s prior written consent to, any
  intended change in the nature of its activities or business conducted
  on the Premises and permitted by Article 4(a).
  
         4. Taxes
  
  (a)  Tenant shall pay, prior to delinquency, all taxes
  assessed against or levied upon Tenant's fixtures, furnishings,
  equipment and other personal property (the  Personalty ) located in
  or upon the Premises.  Tenant shall cause the Personalty to be
  assessed and billed separately from the real property of which the
  Premises form a part. In the event any or all of Tenant's Personalty
  shall be assessed and taxed with the real property of which the
  Premises or the Center are a part, Tenant shall pay to Lessor
  Tenant's share of such taxes within ten days after delivery to Tenant
  by Lessor of a statement in writing setting forth the amount of such
  taxes applicable to Tenant's Personalty. 
  
  (b)  Tenant shall, simultaneously with the payment of any
  sums required to be paid under this Lease as Rent, additional rent
  or otherwise, pay or reimburse Lessor for any sales, use, rental,
  transaction privilege or other excise tax imposed or levied on, or
  measured by, the amount paid.
  
  (c)  Concurrently with each payment of Minimum Annual Rent
  hereunder, Tenant shall deliver to Lessor a copy of the Preliminary
  Sales Tax Report filed (or required to be filed) by Tenant with the
  Arizona Department of Revenue for the immediately preceding calendar
  month, with respect to the business conducted in the Premises.
  
  5. Common Areas
  
  (a)  All parking areas, access roads, driveways, pedestrian
  sidewalks and ramps, landscaped areas, drainage facilities, exterior
  lighting, signs, courtyards and other areas and improvements provided
  by Lessor for the general use in common of tenants, their officers,
  agents, employees, customers and other invites (collectively, the 
  "Common Areas") shall at all times be subject to the exclusive
  control and management of Lessor, and Lessor shall have the right
  from time to time to modify, enlarge or eliminate the same and to
  establish, modify and enforce reasonable rules and regulations with
  respect thereto. Tenant's right to use the Premises includes the
  non-exclusive right to use the areas designated from time to time by
  Lessor as the Common Areas. 
  
  (b)  Lessor shall at all times have the right to designate a
  particular parking area to be used by employees of Tenant and other
  occupants of the Center and any such designation may be changed by
  Lessor from time to time.  Tenant and its employees shall park their
  cars only in those portions of the Common Areas, if any, designated
  for that purpose by Lessor.  Tenant shall furnish Lessor from time
  to time with an accurate current list of its and all its employees'
  automobile license plate numbers within 15 days after taking
  possession of the Premises and thereafter within 15 days after any
  change in the accuracy of the list.  If Tenant or its employees fail
  to park their cars in designated parking areas, Lessor may charge
  Tenant $25.00 per day per car for each such violation and shall have
  the right to have any such car towed away.   
   
  6. Operating Costs, Real Property Taxes and Utilities
  
  (a)  Tenant shall pay as of the Rent Start Date to Lessor
  Tenant's pro rata share of all of the Center's operating costs
  consisting of the total cost and expense incurred in managing,
  operating, maintaining replacing and repairing the Center and its
  Common Areas including, without limitation, real property taxes and
  general and special assessments, wages, salaries and employee
  benefits of persons performing services in connection with the
  Center, utilities, parking lot sweeping, sealing, patching, re-
  striping and resurfacing; repairs, maintenance, and renewal of
  equipment and improvements, including roofs, public liability and
  property damage insurance, fire and extended coverage insurance,
  plate glass insurance and rent interruption insurance, supplies,
  materials, tools, parts, and equipment, equipment rental charges;
  bookkeeping, accounting, legal and other professional charges and
  expenses, fees for permits and licenses, administrative expenses,
  taxes, service and maintenance contracts, signage, advertising,
  marketing and landscaping, cleaning, window washing, lighting,
  painting, fire protection and fire hydrant charges, steam, water and
  sewer charges, gas electricity and telephone utility charges,
  supplying music to the Common Areas, depreciation of the cost of
  equipment used in operating and maintaining the Common Areas, or rent
  paid for leasing such equipment, Lessor s office rent or the fair
  market rental value of office space in the Center used by Lessor to
  manage, operate and maintain the Common Areas, security, etc., 
  (collectively, the  Operating Costs ). Tenant's  Pro Rata Share of
  the Operating Costs  shall be the proportion that the area of the
  Premises bears to the total rentable area of all rentable space in
  the Center owned by the Lessor. 
   
  (b)  On the first day of each month (or such other regular
  cycle as Lessor may determine) Tenant shall pay a monthly advance
  charge on account of Tenant's Pro Rata Share of the Operating Costs. 
   The amount of the monthly charge shall be established by Lessor and
  may be adjusted from time to time by Lessor to reflect the actual
  cost. Within 120 days after the end of each fiscal year as
  established for the Center by Lessor, Lessor shall provide to Tenant
  a reasonably detailed summary of the actual Operating Costs showing
  Tenant's actual share and the amount by which Tenant has overpaid or
  underpaid. Any overpayment shall be credited to Tenant's account. Any
  deficiency shall be payable within ten days after receipt of the
  statement. In the alternative, Lessor may, at its option during all
  or part of the Term, bill Tenant for its pro rata share of Operating
  Costs in arrears based on actual costs as they are incurred, in which
  case Tenant shall pay the invoice within ten days after receipt.
  However, Lessor s failure to provide such reasonably detailed summary
  of the actual Operating Costs showing Tenant's actual share and the
  amount by which Tenant has overpaid or underpaid by the date provided
  above shall in no way excuse Tenant from its obligation to pay its
  pro rata share of Operating Costs or constitute a waiver of Lessor
  s right to bill and collect such pro rata share of Operating Costs
  from Tenant in accordance with this Article 7(b).
   
  (c)  The operating costs for the fiscal year in which this
  Lease commences or terminates shall be apportioned so that Tenant
  shall not be responsible for costs that relate to periods prior to
  or subsequent to the term of this Lease except any period of holding
  over. 
   
  (d)  Tenant shall be solely responsible for payment for and
  pay before delinquency all utilities provided to the Premises as of
  the Commencement Date, which shall be separately metered at Tenant's
  expense.  Tenant s failure to timely pay its utility bills shall be
  deemed a material breach of this Lease and an event of default.
  Notwithstanding any other provision of this Lease, upon delivery of
  a written notice by Lessor to Tenant of such even of default for
  failure to pay such utility charges and Tenant s failure to cure said
  default within 3 days of the delivery of such notice, Lessor may
  terminate this Lease.
   
  7. Construction, Delivery, and Condition
  
  (a)  If delivery of possession of the Premises to Tenant
  is delayed beyond the anticipated Commencement Date because of a
  delay in the completion of construction of the Premises by Lessor or
  because of a failure of an existing tenant to surrender possession
  of the Premises to Lessor, then this Lease shall remain in full force
  and effect, Lessor shall not be liable to Tenant for any damage
  occasioned by delay, and the Commencement Date shall be changed to
  the date actual delivery of possession to Tenant is tendered.
  Notwithstanding the foregoing, if tender of possession is delayed
  more than 120 days after the anticipated Commencement Date as set
  forth in Article 1(a), Tenant, by written notice to Lessor, may
  terminate this Lease prior to taking possession, and upon such
  termination any Security Deposit shall be refunded and both Lessor
  and Tenant shall be released of all further obligation hereunder. 
   
  (b)  Tenant accepts the Premises AS IS, acknowledges that
  Lessor has made no representations or warranties with respect thereto
  and is relying solely upon Tenant s own independent factual, physical
  and legal investigation, tests and studies. No Improvements shall be
  constructed until approved plans and specifications have been
  attached to this Lease or otherwise accepted by both Lessor and
  Tenant.  Lessor will have final approval of all Improvements. 
   
  (c)  All Work shall be performed by licensed, bondable
  Contractors (defined below) approved in writing by Lessor, whose
  approval shall not be unreasonably withheld. The term  Contractor  as
  used herein includes subcontractors or other persons hired or
  retained by Tenant to construct improvements in the Premises. No Work
  shall be commenced until Lessor shall first have received from Tenant
  or its contractor a labor and materials payment bond issued by a
  responsible surety in form reasonably satisfactory to Lessor insuring
  that no mechanic's lien may be asserted against the Premises or the
  Center in connection with the Work. Lessor may post signs of non-
  responsibility around the Premises.
   
  (d)  Tenant shall have no right to enter the Premises
  and/or to perform the Work prior to the Commencement Date, without
  Lessor's written consent. If Lessor does so consent, Tenant shall
  comply with directions of the Lessor and shall not interfere with any
  of Lessor's construction activities. Any work performed by Tenant,
  or any fixtures, furnishings, equipment and other personal property
  moved onto the Premises, shall be at Tenant's own risk. Neither
  Lessor nor Lessor's agents or contractors shall be responsible to
  Tenant for damage or destruction of Tenant's work or property
  excepting damage or destruction occasioned by Lessor's own gross
  negligence. Tenant agrees to indemnify Lessor and hold Lessor
  harmless from and against claims made with respect to injuries to
  persons or damage or destruction of property of other persons moved
  onto the Premises prior to the Commencement Date. 
   
  (e)  Lessor has no obligation to design or construct
  improvements or to make alterations in the Premises.
   
  (f)  Upon the expiration or earlier termination of this Lease
  or upon the termination of Tenant's right of possession, whether by
  lapse of time or otherwise, Tenant shall, upon demand by the Lessor,
  at Lessor's option, at the Tenant's sole expense, forthwith remove
  any alterations, additions or improvements made by Tenant, designated
  by Lessor to be removed, and Tenant shall, forthwith at its sole cost
  and expense, repair any damage to the Premises caused by such removal
  and restore the Premises to a condition reasonably comparable to
  their condition at the commencement of the Lease.  If not so demanded
  by the Lessor, then any alterations, additions or improvements to the
  Premises, including signs, but not including movable furniture and
  trade fixtures, shall at the expiration or earlier termination of
  this Lease or upon the termination of Tenant's right of possession,
  whether by lapse of time or otherwise, become a part of the realty
  and belong to Lessor.
             
  8. Repair and Maintenance
  
  (a)  Tenant shall, at Tenant s sole cost and expense, as
  of the Commencement Date maintain the Premises and the improvements
  thereon (including without limitation all heating, air conditioning,
  ventilation, electrical and plumbing systems serving the Premises,
  all signs, locks, doors and door frames), in good condition and
  repair. All exterior and interior glass in the Premises shall be
  maintained by Tenant and any glass broken shall be promptly replaced
  by Tenant at its expense with glass of the same kind, size and
  quality.  If Tenant does not do so, Lessor may, but need not, make
  any such repairs and replacements, and Tenant shall pay Lessor the
  cost upon demand.  Tenant hereby waives all right, if any, to make
  repairs at the expense of Lessor. 
  
  (b)  Subject to the provisions of Article 7, Lessor shall
  repair and maintain the Common Areas, the roof and exterior of the
  Premises and all utility lines below grade or in the Common Areas.
  Lessor shall not be responsible to make any repairs or perform any
  maintenance unless written notice of the need for such repairs or
  maintenance is given by Tenant and Lessor determines, in good faith,
  that such need does exist. Except in the case of a fire or casualty
  as provided in Article 13 or in the event of  a business interruption
  caused solely by Lessor s gross negligence which exceeds 14 days,
  there shall be no abatement of Rent and no liability of Lessor by
  reason of any entry to the Premises, interruption of services or
  facilities, temporary closure of Common Areas, or interference with
  Tenant's business arising from the making of any repairs or
  maintenance.  
  
  9. Alterations and Personal Property
  
  Tenant shall not make or suffer to be made any alterations,
  additions or improvements to the Premises, including signs, without
  the prior written consent of Lessor of which consent shall not be
  unreasonably withheld, but which shall not be required to be given
  until Lessor has actually received a copy of Tenant s building permit
  and plans (interior and exterior). Lessor may condition its consent
  upon provision of a payment bond, in amount and form reasonably
  satisfactory to Lessor, covering the work to be done by Tenant's
  contractor. Tenant shall not install any antenna, satellite dish or
  other fixture or equipment on the roof or in the Common Areas. In the
  event Lessor consents to the making of any alterations, additions or
  improvements to the Premises by Tenant, they shall be made by Tenant
  at Tenant's sole cost and expense and any contractor or person
  selected by Tenant to perform the work must first be approved in
  writing by Lessor. Tenant shall not permit any mechanic's or
  materialmen's lien to stand against the Premises for any labor or
  materials provided to the Premises by any contractor or other person
  hired or retained by Tenant. Tenant shall cause any such lien to be
  discharged (by bonding or otherwise) within ten days after demand by
  Lessor, and if it is not discharged within ten days, Lessor may, in
  addition to all other remedies for an event of default, pay or
  otherwise discharge the lien and immediately recover all amounts so
  expended from Tenant as Rent. Upon the expiration or earlier
  termination of this Lease or upon the termination of Tenant's right
  of possession, whether by lapse of time or otherwise, Tenant shall,
  upon demand by Lessor, at Lessor's option, at Tenant's sole cost and
  expense, forthwith remove any alterations, additions or improvements
  made by Tenant, designated by Lessor to be removed, and Tenant shall,
  forthwith at its sole cost and expense, repair any damage to the
  Premises caused by such removal and restore the Premises to a
  condition reasonably comparable to their condition at the
  commencement of the Lease. If not so demanded by Lessor, then any
  alterations, additions or improvements to the Premises, including
  signs, but not including movable furniture and trade fixtures, shall,
  upon the expiration or earlier termination of this Lease or upon the
  termination of Tenant's right of possession, whether by lapse of time
  or otherwise, become a part of the realty and belong to Lessor.  
  
  10. Certain Rights Reserved by Lessor
  
  Lessor shall have the right to enter the Premises either
  personally or by designated representative at all reasonable times
  during normal business hours or other hours with prior notification
  for the purpose of examining or inspecting the same, showing the same
  to prospective purchasers or lessees, or performing any repairs,
  construction or alteration in relation to the Center or which is
  Lessor's responsibility under this Lease. Lessor shall be permitted
  to do any of the above without any rebate of Rent and without any
  liability to Tenant for any loss of occupation or quiet enjoyment of
  the Premises thereby occasioned. Tenant shall provide Lessor with a
  key to the Premises for purposes of emergency entry by Lessor or its
  agents. Use of this key is to be restricted to emergency situations
  or as permitted by Tenant hereunder.
  
  None of the rights specified above shall be construed or
  otherwise considered as a waiver of any rights Lessor may have under
  this Lease, at law or in equity or otherwise. 
  
  11. Damage to Property; Injury to Persons; Insurance; Indemnity
  
  (a)  Tenant shall defend, indemnify and hold Lessor
  harmless, regardless of fault or negligence which is imputed to
  Lessor from any and all claims costs, liability, damage or expense,
  including reasonable attorneys' fees, for any death, damage or injury
  to persons or property occurring on the Premises and resulting in
  whole or in part from (i) any misrepresentation, breach of warranty
  or nonfulfillment of any agreement on the part of Tenant contained
  in this Lease, (ii) any act, omission or condition for which Tenant
  is solely responsible under the Lease, (iii) any work of
  construction, improvement or demolition controlled by or subject to
  the control of Tenant, (iv) the negligence of Tenant, its agents,
  employees or contractors, (v) Tenant's use or occupancy of the
  Premises, (vi) the conduct of its business, (vii) from any activity,
  work, or thing done, permitted or suffered by Tenant in or about the
  Premises, or (viii) from the condition of the Premises.  Tenant shall
  further defend, indemnify and hold Lessor harmless from any and all
  claims arising in whole or in part from any breach or default in the
  performance of this Lease by Tenant, and/or arising in whole or in
  part from any act of Tenant, or of its agents or employees, and from
  all costs, attorneys' fees, expenses and liabilities incurred
  directly or indirectly as a result of any such act and/or claim.
  Tenant, as a material part of the consideration to Lessor, hereby
  assumes all risk of damage to property or injury to persons, in,
  upon, or about the Premises from any cause, and Tenant hereby waives
  all claims in respect thereto against Lessor. Lessor shall in no
  event be liable for loss of or damage to any property by vandalism,
  theft or otherwise, or for any injury or damage to persons or
  property resulting from fire, explosion, falling plaster, steam, gas,
  electricity, water or rain which may leak from any part of any
  building or from the pipes, appliances or plumbing works therein, or
  from the roof, street or subsurface, or from any other place
  resulting from dampness, or from the elements or any other cause
  whatsoever. Lessor shall not be liable for interference with the
  natural light. Tenant shall give immediate notice to Lessor of any
  fire, accident or defect discovered with the Premises or the building
  of which the Premises are a part. Tenant acknowledges that it can
  protect itself against some or all of the foregoing risks by
  procuring appropriate insurance. Tenant's indemnification obligations
  shall survive the expiration or earlier termination of this Lease or
  upon the termination of Tenant's right of possession, whether by
  lapse of time or otherwise.
  
  (b)  Tenant shall, at Tenant s sole cost and expense, as
  of the Commencement Date maintain fire and extended coverage
  insurance throughout the term of this Lease in an amount equal to one
  hundred percent of the replacement value of Tenant's fixtures,
  furnishings, equipment and other personal property located on the
  Premises, together with such other insurance as may be required by
  Lessor's lender or by any government agency. All proceeds of Tenant's
  policy of fire and extended coverage insurance shall be payable to
  Tenant, and all proceeds of policies of insurance procured by Lessor
  shall be payable to Lessor. Tenant hereby waives any right of
  recovery from Lessor and Lessor hereby waives any right of recovery
  from Tenant for any loss or damage (including consequential loss)
  resulting from any of the perils insured against in the insurance
  policies required to be maintained hereunder. During the Term, 
  Tenant shall, at Tenant's sole cost and expense, maintain general
  public liability insurance against claims for personal injury, death
  or property damage occurring in, upon or about the Premises. The
  limitation of liability of such insurance shall be not less than Two
  Million Dollars in respect to injury or death of one person and to
  the limit of not less than Two Million Dollars in respect to any one
  accident and to the limit of not less than Five Hundred Thousand
  Dollars in respect to property damage. All of Tenant's policies of
  liability insurance shall be obtained by Tenant in an "occurrence"
  form and shall name Lessor as an additional insured or loss payee,
  as appropriate. All policies of insurance or copies thereof required
  to be carried by Tenant under this Article 12 shall be delivered to
  Lessor prior to the Commencement Date and thereafter at least thirty
  days prior to the expiration of the then current policies. Each
  policy shall contain an endorsement prohibiting cancellation or non-
  renewal without at least 30 days prior notice to Lessor. 
             
  12. Fire and Casualty
  
  If the Premises are wholly or partially destroyed or damaged
  by fire or other casualty, Lessor shall restore the Premises with
  reasonable diligence; provided, however, that Lessor shall have no
  obligation to restore improvements not originally provided by Lessor
  or to replace any of Tenant's fixtures, furnishings, equipment or
  personal property; and provided further that Lessor need not commence
  repairs until insurance proceeds are available and are released in
  a sufficient amount for such purpose by any lender holding a lien on
  all or part of the Center. Proceeds of insurance payable with respect
  to a fire or other casualty shall be received and held by Lessor.
  Notwithstanding the foregoing, in the event the Premises are
  destroyed or damaged by any fire or casualty to the extent of not
  less than twenty-five percent of the replacement cost thereof, or if
  the fire or casualty occurs within the last three years of the Term,
  then Lessor shall have the option to terminate this Lease by giving
  notice to Tenant within sixty days after the occurrence of such
  damage or destruction, in which case Lessor shall retain all
  insurance proceeds with respect to the Premises as its own property
  and shall not be required to spend any more on the restoration than
  the amount of proceeds actually received by Lessor.  If Lessor does
  not terminate this Lease as provided above, this Lease shall continue
  in full force and effect, but Minimum Annual Rent shall equitably
  abate until the restoration is substantially complete.  However, in
  the event it is determined that Tenant's ability to continuously
  operate and conduct business on the Premises is not hindered, then
  Minimum Annual Rent shall abate in proportion to the Premises under
  restoration. The provisions of this Lease shall govern when this
  Lease shall be terminable as a result of a fire or casualty, and no
  other rule or statute on the subject shall apply.
  
  13. Condemnation
  
  In the event the entire Premises shall be appropriated or
  taken under the power of eminent domain, this Lease shall terminate
  and expire as of the date of such taking. In the event more than
  twenty-five percent of the Premises is taken under the power of
  eminent domain, or if by reason of any appropriation or taking,
  regardless of the amount so taken, the remainder of the Premises is
  not one undivided parcel of property, either Lessor or Tenant shall
  have the right to terminate this Lease as of the date Tenant is
  required to vacate a portion of the Premises upon giving notice in
  writing of such election within thirty days after receipt by Tenant
  from Lessor of written notice that the Premises have been so
  appropriated or taken. If neither Lessor nor Tenant elects to so
  terminate this Lease, or in the event less than twenty-five percent
  of the Premises shall be appropriated under the power of eminent
  domain by any public or quasi-public authority, and the remainder
  thereof is an undivided parcel of property, then Lessor shall restore
  the Premises to the extent practicable to their condition prior to
  the taking, provided that no such restoration need commence until the
  condemnation proceeds are available and released in a sufficient
  amount for such purpose by any lender holding a lien on all or part
  of the Center and further provided that Lessor shall not be required
  to spend more than the condemnation proceeds actually received by
  Lessor, and thereafter the Minimum Annual Rent shall be reduced on
  an equitable basis, taking into account the relative value of the
  portion taken as compared to the portion remaining. All awards or
  compensation for any taking of any part of the Premises, whether
  payable to Lessor or Tenant, shall be the sole property of Lessor.
  Notwithstanding anything to the contrary contained herein, Tenant
  shall be entitled to receive any portion of an award of compensation
  relating to damage to or loss of trade fixtures or other personal
  property belonging to Tenant, and Lessor shall be under no obligation
  to restore or replace Tenant's furnishings, fixtures, equipment and
  personal property. For the purposes of this Article 14, a voluntary
  sale or conveyance in lieu of condemnation shall be deemed an
  appropriation or a taking under the power of eminent domain. 
  
  14. Assignment and Subletting
  
  (a)  Tenant shall not, either voluntarily or by operation
  of law, assign, hypothecate or transfer this Lease, or sublet the
  Premises or any part thereof, or permit the Premises or any part
  thereof to be occupied by anyone other than Tenant or Tenant's
  employees (individually, a  Transfer ), without the Lessor's prior
  written consent ("Transfer Notice").  Lessor shall be under no
  obligation to give or withhold consent until after all information
  reasonably required by Lessor with respect to the identity,
  background, experience and financial worth of the proposed assignee,
  transferee, or subtenant (the  Transferee ) has been provided.  No
  hypothecation, assignment, sublease or other transfer to which Lessor
  has consented shall be effective for any purpose until such time as
  fully executed documents of such transaction have been provided to
  Lessor, and, in the case of an assignment, the assignee has attorned
  directly to Lessor, and in the case of a sublease, the sublessee has
  acknowledged that the sublease is subject to all of the terms and
  conditions of this Lease. Any assignment, mortgage, transfer or
  subletting of this Lease which is not in compliance with the
  provisions of this Article 15 shall be voidable by Lessor and shall,
  at the option of Lessor, terminate this Lease.  Any differing of use
  or extension of use by Tenant or any Transferee will, at the option
  of Lessor terminate this Lease. The consent by Lessor to an
  assignment or subletting shall not relieve Tenant from obtaining the
  express written consent of Lessor to any further assignment or
  subletting or release Tenant from any liability or obligation
  hereunder, whether or not then accrued. Except as provided in this
  Article, this Lease shall be binding upon and inure to the benefit
  of the successors and assigns of the parties. 
  
  (c)  If any rent of other monetary payment due under the
  terms of this Lease is made by check wherein the payor is other than
  the Tenant herein, acceptance thereof shall in no way constitute
  acceptance by Lessor of any assignment or subletting. Any assignment
  or subletting must comply with the conditions of this Article 14.
  
  15. Estoppel Certificate
  
  (a)  Tenant shall at any time and from time to time upon
  not less than ten days' prior written notice from Lessor execute,
  acknowledge and deliver to Lessor a statement in writing (i)
  certifying that this Lease is unmodified and in full force and effect
  (or if modified, stating the nature of such modification and
  certifying that this Lease, as so modified, is in full force and
  effect) and the dates to which the rental and other charges are paid
  in advance, if any; (ii) acknowledging that there are not, to
  Tenant's knowledge, any uncured defaults on the part of Lessor
  hereunder, or specifying such defaults if they are claimed; and (iii)
  certifying such other matters relating to this Lease as Lessor may
  reasonably request. Any such statement may be relied upon by any
  prospective purchaser or encumbrancer of all or any portion of the
  real property of which the Premises are a part. 
  
  (b)  Tenant's failure to deliver a statement within the
  time prescribed by Lessor in its request for same shall be conclusive
  upon Tenant (i) that this Lease is in full force and effect, without
  modification except as may be represented by Lessor, (ii) that there
  are no uncured defaults in Lessor's performance, and (iii) that not
  more than one month's rental has been paid in advance. 
  
    16. Lessor's Remedies
  
  (a)  The following shall constitute events of default: 
   
  (i) Tenant's failure to pay any amount due under
  Article 2, Article 5(b) or Article 7 of this Lease within 5 days of
  when due, or Tenants failure to pay any other amount due under this
  Lease within 5 days after notice from Lessor. 
   
  (ii) Tenant's failure to execute, acknowledge and
  return an estoppel certificate under Article 16 or a subordination
  agreement under Article 19, within ten days after request. 
   
  (iii) Tenant's failure to perform any other obligation
  under this Lease within fifteen days after notice of nonperformance;
  provided, however, that if the breach is of such a nature that it can
  be cured but it cannot be cured within fifteen days, Tenant shall be
  deemed to have cured if cure is commenced promptly and diligently
  pursued to completion with completion accomplished within 30 days of
  the original notice of nonperformance; and provided further, that in
  the event of a breach involving an imminent threat to health or
  safety, Lessor may in its notice of breach reduce the period for cure
  to such shorter period as may be reasonable under the circumstances. 
   
  (iv) Tenant vacates, abandons, or otherwise ceases to
  operate the Premises on a continuing basis except temporary absence,
  excused by Lessor in its sole discretion, by reason of fire,
  casualty, or other cause wholly beyond Tenant's control. 
   
  (v) Any goods, chattels or equipment of Tenant are
  taken in execution or in attachment or if a writ of execution is
  issued against Tenant or if Tenant or any guarantor becomes insolvent
  or files a petition under the Bankruptcy Act or becomes bankrupt or
  takes the benefit of any statute that may be in force for bankrupt
  or insolvent debtors or becomes involved in voluntary or involuntary
  winding-up proceedings or if a receiver shall be appointed for the
  business, property, affairs or revenues of Tenant or any guarantor
  (provided, however, that in the case of involuntary proceedings,
  Tenant shall have 60 days to cause them to be dismissed), or if
  Tenant makes a bulk sale of its goods or moves or commences, attempts
  or threatens to move its goods, chattels and equipment out of the
  Premises other than in the normal course of its business. 
   
  (b)  Upon the occurrence of an event of default, Lessor,
  at any time thereafter without further notice or demand, may, in
  addition to all of its rights and remedies at law and/or at equity, 
  exercise any one or more of the following remedies concurrently or
  in succession, all of which shall be cumulative: 
   
  (i) Terminate Tenant's right to possession of the
  Premises by legal process or otherwise, with or without terminating
  this Lease, and retake exclusive possession of the Premises. 
   
  (ii) From time to time relet all or portions of the
  Premises, using reasonable efforts to mitigate Lessor's damages. In
  connection with any reletting, Lessor may relet for a period
  extending beyond the term of this Lease and may make alterations or
  improvements to the Premises without releasing Tenant of any
  liability. Upon a reletting of all or substantially all of the
  Premises, Lessor shall be entitled to recover all of its then
  prospective damages for the balance of the Lease term measured by the
  difference between amounts payable under this Lease and the
  anticipated net proceeds of reletting during the remaining Term. In
  no event shall Tenant be entitled to receive any amount representing
  the excess of avails of reletting over amounts payable hereunder. 
   
  (iii) From time to time recover accrued and unpaid
  rent and damages arising from Tenant's breach of the Lease,
  regardless of whether the Lease has been terminated, together with
  applicable late charges and interest. 
   
  (iv) Enforce the statutory Lessor's lien on Tenant's
  property. 
   
  (v) Recover all reasonable attorneys' fees incurred
  by Lessor in connection with enforcing this Lease, recovering
  possession and collecting amounts owned. 
   
  (vi) Perform the obligation on Tenant's behalf and
  recover from Tenant, upon demand, the entire amount expended by
  Lessor plus 20% for special handling, supervision, and overhead. 
  
  (vii) Terminate this Lease by giving written notice
  of such intention to terminate. In the event that Lessor elects to
  terminate this Lease, then Lessor may recover from Tenant:
  
  (a) All unpaid Rent owed by Tenant as of the
  date of termination; plus
  
  (b) All Rent which would have been payable by
  Tenant under this Lease but for its termination until
  the time of award; plus
  
  (c) All Rent under the Lease for the balance
  of the Term after the time of award; plus
  
  (d) All other damages incurred by Lessor as a
  result of Tenant's default.
  
       Although defined elsewhere, the parties acknowledge that the
  term  Rent  shall be deemed to be and mean the Annual Minimum Rent
  and all other sums required to be paid by Tenant pursuant to the
  terms of this Lease.          
   
  (viii) Pursue other remedies available at law or in equity. 
   
  (c)  Upon a termination of Tenant's right to possession,
  whether or not this Lease is terminated, subtenancies and other
  rights of persons claiming under or through Tenant: (i) shall be
  terminated or (ii) Tenant's interest shall be assigned to Lessor.
  Lessor may separately elect termination or assignment with respect
  to each such subtenancy or other matter. 
  
         17. Notices
  
  All notices to be given by one party to the other under this
  Lease shall be in writing, mailed or hand-delivered to each at the
  address to the individual, set forth at the end of this Lease or at
  a changed address if notice of the change is given to the other party
  in writing. In the case of notice to Tenant after Tenant takes
  possession of the Premises, notice shall be sufficient if mailed or
  delivered to the address of the Premises.  Mailed notices shall be
  sent by United States certified or registered mail, postage prepaid.
  Such notices shall be deemed to have been given upon posting in the
  United States mail. Actual notice shall be no substitute for written
  notice under any provision of this Lease. 
   
      18. Subordination
  
  Lessor expressly reserves the right at any time to place
  ground leases, liens and encumbrances on and against the Premises and
  the Center (collectively, the  Title Matters ), superior in lien and
  effect to this Lease and the estate created hereby. Tenant
  acknowledges that there may currently exist any such Title Matters
  which are superior in lien and effect to this Lease and the estate
  created hereby. This provision shall be self-operative, but Tenant
  shall nevertheless execute upon request subordination agreements
  presented by Lessor to confirm the superiority of the Title Matters.
  
            19.  Authority to Execute
  
  Any individual executing this Lease on behalf of or as a
  representative for a corporation or other person, firm, partnership
  or entity represents and warrants that such individual is duly
  authorized to execute and deliver this Lease on behalf of said
  corporation, person, firm, partnership or other entity and that this
  Lease is binding upon said entity in accordance with its terms. If
  Tenant is a corporation, Tenant shall deliver to Lessor within
  fifteen days after the execution hereof a certified copy of a
  resolution of the Board of Directors of said corporation authorizing
  or ratifying the execution and delivery of this Lease by the
  individuals executing and delivering same on behalf of Tenant.
  
                   20.  Brokers
  
  Lessor and Tenant each covenant that they have not dealt with
  any real estate broker or finder with respect to this Lease and each
  party shall hold the other party harmless from all damages, claims,
  liabilities or expenses, including reasonable and actual attorneys'
  fees (through all levels of proceedings), resulting from any claims
  that may be asserted against the other party by any real estate
  broker or finder with whom the indemnifying party either has or is
  purported to have dealt. 
  
                 21. Arbitration
  
          All controversies, disputes or claims arising between
  Lessor and Tenant in connection with, arising from, or with respect
  to this Lease or any agreement related to this Lease between the
  parties shall be submitted for binding arbitration in accordance with
  rules of the American Arbitration Association or any successor
  thereof.  Arbitration shall be conducted solely on an individual, not
  a class-wise basis, unless all parties so agree.  Venue of such
  arbitration shall be set in Maricopa County, Arizona.  Each party
  shall select one arbitrator (who shall not be counsel for the party)
  and the two so designated shall select a third arbitrator.  If either
  party shall fail to designate an arbitrator within ten (10) days
  after arbitration is requested, or if the two arbitrators shall fail
  to select a third arbitrator within twenty (20) days after
  arbitration is requested, then such arbitrator shall be selected by
  the American Arbitration Association or any successor thereto upon
  application of either party.  Judgment upon any award of the majority
  of arbitrators shall be binding, final and non-appealable and shall
  be entered in a court of competent jurisdiction.  The award of the
  arbitrators may grant any relief which might be granted by a court
  of general jurisdiction including, without limitation, an award of
  damages and/or injunctive relief, and the costs of the arbitration,
  including the reasonable fees of the arbitrators and reasonable
  attorney s fees.  All issues relating to the arbitrability or the
  enforcement of the agreement to arbitrate contained herein shall be
  governed by the Federal Arbitration Act (9 U.S.C.   1 et. seq.) and
  the Federal Common Law of Arbitration.
                        
       22. Americans with Disabilities Act
  
  Lessor and Tenant hereby acknowledge that the Americans with
  Disabilities Act (the  ADA ) may affect Tenant s use and occupancy of
  the Premises and requires Tenant to modify or alter the design,
  layout or other physical elements of the interior of the Premises or
  provide auxiliary services in connection with its business
  operations. Tenant shall comply in all respects with the requirement
  of the ADA as it affects Tenant s use and occupancy of the Premises
  throughout the Term, and Tenant acknowledges that, notwithstanding
  any modifications to the Common Areas which may be made by Lessor in
  order to conform such areas with the requirements of the ADA,  Lessor
  makes no representation or warranties regarding the compliance of the
  Premises of the Center with the ADA, nor shall Lessor have any
  obligations or liabilities to Tenant to construct any modifications
  or alterations to the interior of the Premises in order to comply
  with the ADA.
                         
             23. General Provisions
  
  (a)  This Lease and the obligations of Tenant hereunder
  shall not be affected or impaired because Lessor is unable to fulfill
  any of its obligations hereunder or is delayed in doing so if such
  inability or delay is caused by reason of any strike, lockout, civil
  commotion, war-like operations, invasion, rebellion, hostilities,
  military or usurped power, sabotage, governmental regulations or
  controls, inability to obtain any material, service or financing, Act
  of God or other cause beyond the control of the Lessor. 
  
       (b)  Any violation of the rules and regulations shall
  constitute a material breach of this Lease. 
  
       (c)  The article captions contained in this Lease are for
  convenience only and shall not be considered in the construction or
  interpretation of any provision. The masculine, feminine or neuter
  gender and the singular or plural number shall be deemed to include
  the others whenever the context so requires or indicates.
   
  (d)  This Lease contains all of the agreements of the
  parties hereto with respect to any matter covered or mentioned in
  this Lease, and no prior agreement or understanding pertaining to any
  matter shall be effective for any purpose. No provision of this Lease
  may be amended or added to except by an agreement in writing signed
  by the parties hereto or their respective successors in interest. 
   
  (e)  Submission of this instrument for examination shall
  not bind Lessor in any manner, and no lease or obligations of Lessor
  shall arise until this instrument is signed and delivered by
  authorized officers of Lessor and Tenant. 
   
  (f)  No rights to light or air over any property, whether
  belonging to Lessor or any other persons, are granted to Tenant by
  this Lease. 
   
  (g)  No waiver by Lessor of any provisions of this Lease
  or any breach by Tenant hereunder shall be deemed to be a waiver of
  any other provision hereof, or of any subsequent breach by Tenant of
  the same or any other provision. Lessor's consent to or approval of
  any act by Tenant requiring Lessor's consent or approval shall not
  be deemed to render unnecessary the obtaining of Lessor's consent to
  or approval of any subsequent act of Tenant, whether or not similar
  to the act so consented to or approved. No act or thing done by
  Lessor or Lessor's agent during the term of this Lease shall be
  deemed an acceptance of a surrender of the Premises, and no agreement
  to accept a surrender shall be valid unless in writing and signed by
  Lessor. No employee of Lessor or of Lessor's agents shall have any
  power to accept the keys to the Premises prior to the termination of
  this Lease, and the delivery of the keys to any employee shall not
  operate as a termination of the Lease or a surrender of the Premises. 
  
       (h)  Time is of the essence of this Lease. 
  
  (i)  All exhibits attached hereto are incorporated herein
  by this reference.
  
  (j)  The parties hereto agree that all the provisions
  hereof are to be construed as covenants and agreements as though the
  words importing such covenants and agreements were used in each
  separate paragraph hereof.  This Lease is the result of negotiations
  between Lessor and Tenant, who each had the opportunity to obtain
  legal advice regarding the same.  This Lease shall not be construed
  for or against Lessor or Tenant on the basis of which party
  physically served as scrivener of this Lease.
  
  (k)  Nothing contained in this Lease shall be deemed or
  construed by the parties hereto or by any third person to create the
  relationship of principal and agent, partnership, joint venture, or
  any other association between Lessor and Tenant other than the
  Lessor-Tenant relationship described herein.
  
  (l)  In the event either party shall commence or be
  required to defend any action or proceeding against any other party
  by reason of any breach or claimed breach of any provision of this
  Lease, to commence or defend any action or proceeding in any way
  connected with this Lease or to seek a judicial declaration of rights
  under this Lease, the party prevailing in such action or proceeding
  shall be entitled to recover from or to be reimbursed by the other
  party for the prevailing party's reasonable attorneys' fees and costs
  through all levels of proceedings.
  
  (m)  If any provision of this Lease or the application
  thereof to any person or circumstance shall be deemed invalid or
  unenforceable, the remainder of this Lease and its application to
  other persons or circumstances shall not be affected by such partial
  invalidity but shall be enforced to the fullest extent permitted by
  law as though such invalid or unenforceable provision was never a
  part hereof.
  
  (n)  This Lease shall be construed in accordance with the
  laws of the State of Arizona without regard to its principles of
  choice of law, and the parties agree that jurisdiction for all
  actions hereunder shall lie therein.
  
       (o)  The parties expressly agree that all of the provisions
  hereof, including all rights and privileges of Tenant hereunder, are
  subject to the provisions of the Senior Lease as the rights and
  privileges of the landlord thereunder.
  
  (p)       This Lease shall be governed by the laws of the State
  of Arizona. 
  
  
  
  
  
  
  
  LESSOR:                            ADDRESS:
  
  Giant Industries Arizona, Inc.     23733 N. Scottsdale Road
  an Arizona corporation             Scottsdale, AZ 85255
                                  
  
  
  By: /s/ James E. Acridge
  --------------------------------
         James E. Acridge
  Its: CEO
  --------------------------------
  
  
  
  TENANT:                                ADDRESS:
  
  Pinnacle Inn at the Citadel, LLC       23733 N. Scottsdale Road  
  an Arizona limited liability company   Scottsdale, Arizona 85255      
                  
             
   
  By: /s/ Harvey Acridge
  --------------------------------
  Harvey Acridge, General Manager